RES-ORA-0270 Approving Owner Participation Agreement - Roseburrough Tool, Inc.RESOLUTION NO. ORA-
0270 A RESOLUTION OF THE ORANGE REDEVELOPMENT
AGENCY APPROVING AN OWNER PARTICIPATION AGREEMENT BY
AND BETWEEN THE ORANGE REDEVELOPMENT AGENCY
AND ROSEBURROUGH TOOL, INC. AND APPROVING THE
PROVISIONS OF PUBLIC IMPROVEMENTS AND MAKING
FINDINGS.WHEREAS, the Orange Redevelopment Agency (hereinafter referred to as
the Agency") under the provision of the California Community Redevelopment Law, is
engaged in activities necessary for the execution of the Redevelopment Plan for the
Northwest Redevelopment Project (hereinafter referred to as the "Redevelopment Plan" and the "
Project",respectively);
and WHEREAS, Roseburrough Tool, Inc. (the "Participant") has proposed that
the Agency enter into an Owner Participation Agreement submitted herewith (the"OPA")
pursuant to which (i) the Participant shall undertake and complete certain improvements to its
business premises at 630 North Batavia Street (the "Site"), (ii) the Participant shall covenant to use
the Site in conformity with the Redevelopment Plan, (iii) the Participant shall take all
appropriate action to assure that the Site is the point of sale for its taxable sales, and (iv) the Agency
shall provide certain financial assistance, as more particular! y set forth in Section 212 of the OP A,
a portion of which will defray the cost of certain public improvements therein
referenced Public Improvements") which public improvements shall be among those provided for
the Redevelopment Plan and which further shall be of benefit to the Project Area;
and WHEREAS, the implementation of the OPA will promote the achievement of
the objectives of the Redevelopment Plan by: encouraging private investment by the
Participant and owners of property adjacent to or near the Site; maintaining and preserving
the employment base of the community in manufacturing and other activities; and furthering
the implementation of the Transportation Systems Improvement Program as applicable to
the Project Area;
and
WHEREAS, the Agency has duly considered all terms and conditions of the proposed
OPA and believes that the development of the Site pursuant to the subject OPA is in the best
interests of the City and health, safety and welfare of its residents, and in accord with the
public purposes and provisions of applicable State and local law requirements;
NOW, THEREFORE, THE ORANGE REDEVELOPMENT AGENCY DOES
RESOLVE AS FOLLOWS:
Section 1: The Agency finds and determines that: (i) the provision of the Public
Improvements is of benefit to the Project Area of the Project and the neighborhood in which
such improvements are to be situated; and (ii) no other reasonable means of financing the
Public Improvements are available to the City of Orange.
Section 2: The Agency approves the OPA. The Chairman, the Executive Director,
and the Agency Clerk are authoized and directed to execute such documents as may be
necessary and proper to implement the OPA.
ADOPTED this 19th day of October ,1993.
Agency
ATTEST:
0t~ () ~~
gencfCiek
I hereby certify that the foregoing Resolution was duly and regularly adopted by the
Orange Redevelopment Agency at a regular meeting thereof held on the 19th day of
October , 1993, by the following vote:
hiL ~\I'01..I)"
AYES: SPURGEON. BARRERA, 1>II'!'JIIQR BEYER, COONTZ, MURPHY
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
1~~ ~/j
Clerk of the 0 ge Relie opment Agency
lc/gd:b:reso-
I
rl
I
I
OWNER PARTICIPATION AGREEMENT
BY AND BETWEEN
THE ORANGE REDEVELOPMENT AGENCY
AND
ROSEBURROUGH TOOL, INC.
Northwest Redevelopment Project
uBL:4586_1194182359.45
TABLE OF CONTENTS
Page
I.UOO] SUBJECT OF THE AGREEMENT ......................... I
A. [~101J Purpose of this Agreement ........................... I
B. [~102J The Redevelopment Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . .. I
C. [~103J The Project Area ................................. I
D. [~I04J The Site. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. I
E. [~105J Parties to this Agreement ............................ 2
1. [~106J Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 2
2. [~107J Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 2
II. [
UOOJ DEVELOPMENT OF THE SITE . . . . . . . . . . . . . . . . . . . . . . . . . .. 2 A. [~
20IJ Development of the Site by the Participant. . . . . . . . . . . . . . . . .. 2 I. [~
202] Scope of Development ......................... 2 2. [~
203] Design Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3 3. [~
204] Cost of Construction .......................... 3 4. [~
205] Construction Schedule. . . . . . . . . . . . . . . . . . . . . . . . .. 3 5. [~
206] Applicable Laws ..... . . . . . . . . . . . . . . . . . . . . . . .. 3 6. [~
207] Bodily Injury and Property Damage Insurance;Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..
3 7. [~
208] City and Other Governmental Agency Permits . . . . . . . . . .. 4 8. [~
209] Rights of Access During Construction . . . . . . . . . . . . . . .. 4 9. [~
210J Prohibition Against Transfer and Assignment of Agreement .. 4 B. [~
211] Certificate of Completion ............................ 5 C. [~
212] Agency Assistance ................................ 5 III. [~
300] USE OF THE SITE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 6 A. [~
30I] Use of the Site . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 6 B. [~
302] Maintenance of the Site ............................. 6 C. [~
303] Obligation to Refrain from Discrimination . . . . . . . . . . . . . . . . .. 6 D. [~
304] Form of Nondiscrimination and Nonsegregation Clause. . . . . . . . .. 6 E. [~
305J Agreement to be Recorded Affecting Real Property ............ 7 IV. [~
400] REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 8 A. [~
401] Rights of Access. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 8 B. [~
2] Effect and Duration of Covenants ....................... 8 C. [~
3] Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 8 D. [~
404] Legal Actions ................................... 8 E. [~
405J Applicable Law .................................. 9 F. [~
406] Termination by the Agency ........................... 9 I v. [~
SOO] GENERAL PROVISIONS .............................. 10 A. [~
50I] Conflicts of Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 10 B. [~
502] Nonliability of Agency Officials and Employees ............. 10 C. [~
503] Enforced Delay: Extensions of Times of Performance ......... 10 D. [~
504] Sales Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 10 PUBL,
4586 _1194182359.45
VI. [~600] ENTIRE AGREEMENI', WAIVERS AND AMENDMENI'S ........ II
VII. [~700] TIME FOR ACCEPTANCE OF AGREEMENI' BY AGENCY ...... II
Attachment No. 1
Attachment No. 2
Attachment No. 3
Attachment No. 4
Attachment No. 5
Attachment No. 6
PUBL,4586_11941B2359.45
A17'ACHMENTS
Map of the Site
Legal Description of the Site
Schedule of Performance
Scope of Development
Certificate of Completion of Construction and Development
Agreement To Be Recorded Affecting Real Property
ii
OWNER PARTICIPATION AGREEMENT
TIllS AGREEMENT is entered into as of the _ day of , 1993, by and
between the ORANGE REDEVELOPMENT AGENCY, a public body, corporate and politic
hereinafter referred to as the "Agency") and ROSEBURROUGH TOOL, INC., a California
corporation (hereinafter referred to as the "Participant"). The Agency and the Participant agree
as follows:
I. [UOO] SUBJECT OF THE AGREEMENT
A. [UOl] Purpose of this Agreement
The purpose of this Agreement is to effectuate the Redevelopment Plan (the
Redevelopment Plan") for the Northwest Redevelopment Project (the "Project") by providing for
the development of certain real property (the "Site") included within the boundaries of the Project
the "Project Area"). The development of the Site pursuant to this Agreement and the fulfillment
generally of this Agreement are in the vital and best interests of the City of Orange (the "City")
and the health, safety, morals and welfare of its residents and in accordance with the public
purposes and provisions of applicable federal, state and local laws and requirements.
Implementation of this Agreement will further the goals and objectives of the Redevelopment
Plan.
B. [U02] The Redevelopment Plan
This Agreement is subject to the provisions of the Redevelopment Plan which was
approved and adopted by the City Council of the City of Orange on June 28, 1988, by Ordinance
No. 22-88. Said Redevelopment Plan is incorporated herein by reference and made a part
hereof as though fully set forth
herein.C. [U03] The Project
Area The Project Area is located in the City of Orange, California, and the
exact boundaries thereof are specifically described in the Redevelopment
Plan.D. [U04] The
Site The Site is that portion of the Project Area shown on the .Map of the
Site,"attached to this Agreement as Attachment No. I and incorporated herein by reference, and
as more particularly described in the .Legal Description of the Site," attached hereto as
Attachment No.2 and incorporated herein by reference. The Site is composed of real property fee title
to which is held by the Participant or as to which the Participant has entered into escrow to
acquire which the Participant expects to be completed prior to the time established pursuant to
this Agreement for commencement of construction of the Improvements, as more
particularly provided in this Agreement. In the event the Participant is unable to acquire the Site by the
time established therefor in the "Schedule ofPerformance," attached hereto as Attachment No.3
and U8L'4586_' 194)82359.45
incorporated herein by reference, this Agreement may, at the option of the Agency, be terminated
by the Agency as set forth in Section 406 of this Agreement.
E. [UOS] Parties to this Agreement
1. [U06] Agency
The Agency is a public body, corporate and politic, exercising
governmental functions and powers, and organized and existing under the Community
Redevelopment Law of the State of California (Health and Safety Code Section 3300(J' et ~.).
The principal office of the Agency is located at 230 East Chapman
Avenue, Orange, California 92666.
Agency,. as used in this Agreement, includes the Orange Redevelopment
Agency and any assignee of or successor to its rights, powers and responsibilities. Except to the
extent prohibited by applicable law or unless the context requires otherwise, such as concerning
the review of plans by the City which is to be accomplished in accordance with the normal
planning review process of the City, the Executive Director of the Agency may act on behalf of
the Agency with respect to this Agreement.
2. [U07] Participant
The Participant is Roseburrough Tool, Inc., a California corporation.
California 92666.
The principal office of the Participant is 211 South Main Street, Orange,
Whenever the term "Participant" is used herein, such term shall include
any permitted nominee, assignee or successor in interest as herein provided.
II. [UOO] DEVELOPMENT OF THE SITE
A. [UOI] Development of the Site by the Participant
1. [U02j Scope of Development
Within the times established therefor in the Schedule of Performance
Attachment No.3), the Participant agrees to develop the Site in accordance with the .Scope of
Development,. attached hereto as Attachment NO.4 and incorporated herein by reference, and
the architectural, landscape, site and construction plans approved by the City. The Agency
designates the City as the entity which is to review and if appropriate approve plans and drawings
for the purposes of this Agreement on behalf of the Agency. Approval of plans and drawings by
the City shall be deemed sufficient for purposes of Sections 202 and 203 of this OP A.
PUBL:4586 _1194182359.45 2
2. [1203] Design RevH<w
Architectural and construl"1ion plans, drawings and related documents for
development of the Site shall be prepared by the Participant and submitted to the City for review
and written approval or disapproval within the time provided in the Schedule of Performance
Attachment No.3). No construction shall take place except in accordance with said plans as
approved by the City.
3. [1204] Cost of Construction
The cost of developing the Site and constructing all improvements thereon
shall be borne by the Participant, except for the work expressly set forth in this Agreement to be
performed or paid for by the Agency or others.
4. [1205] Construction Schedule
The Participant shall begin and complete all development and construction
on the Site within the times specified in the Schedule of Performance (Attachment No.3) or such
reasonable extension of said dates as may be granted by the Agency. The Schedule of
Performance is subject to revision from time-to-time as mutually agreed upon in
writing between the Participant and
the Agency.5. [1206]
Applicable Laws The Participant shall carry out the construction of the improvements
on the Site in conformity with all
applicable laws.6. [1207] Bodily Injury and Property Damage
Insurance; Indemnification The Participant agrees to and shall defend, indemnify and
hold harmless the Agency, the City, and their respective officers, agents, and employees from and
against any and all claims, damages, losses, or demands in connection with or related to this
Agreement, the subject matter of this Agreement, or the Site; the foregoing shall be deemed to
include, without limitation, any claims, damages, losses, or demands pertaining to the presence
of hazardous materials at
the Site.Prior to the commencement of construction (or any work
related thereto)upon the Site, the Participant shall furnish, or cause to be furnished, to the
Agency duplicate originals or appropriate certificates of bodily injury and property damage insurance policies
in the amount of at least $500,000 for any person, $1,000,000 for any occurrence and $
300,000 property damage, naming the Agency and the City as co-insureds. The policy
limits of such policies may be in lesser amounts if the Participant shall provide the
Agency with duplicate originals or appropriate certificates of a binder (approved by the Agency)
which indemnifies and holds the Agency and the City harmless from and against all liability , loss,
damage, costs or expenses (including reasonable attorneys' fees and court costs) arising from or as a
result of the death of any person or any accident, injury, loss or damage whatsoever caused to
any person, or to the property of any person, which shall occur on or adjacent to the Site and
which shall be directly or indirectly caused by any acts done thereon by, or any errors or
omissions of, the PUBL'4586_
Participant and its agents, servants, employees and contractors, and which provides for the
defense of the Agency and the city against all claims or causes of actions arising therefrom.
The Participant shall also furnish to the Agency evidence satisfactory to
the Agency that any contractor with whom it has contracted for the performance of work on the
Site carries workers' compensation insurance as required by law. Such insurance policies shall
be maintained and kept in force, and such obligation to indemnify shall continue, during all
periods of construction upon the Site and until the Agency has issued a Certificate of Completion
for the Site.
7. [UOS] City and Other Governmental Agency Permits
Prior to the commencement of construction (or any work related thereto)
upon the Site, the Participant shall secure, or cause to be secured, any and all permits which may
be required by the City or any other governmental agency affected by such construction.
8. [U09] Rights of Access During Construction
Representatives of the Agency and the City shall have the reasonable right
of access to the Site, without charges or fees, at normal construction hours during the period of
construction, for the purposes of this Agreement, including, but not limited to, the inspection of
the work being performed in constructing the improvements. The foregoing shall be in addition
to and shall not limit access otherwise available to representatives of the City pursuant to
applicable laws.
9. [~210] Prohibition Against Transfer and Assignment of Agreement
Prior to the issuance of a Certificate of Completion with respect to the
construction of the Improvements, the Participant shall not, except as permitted by this
Agreement, assign or attempt to assign this Agreement or any rights herein, nor make any total
or partial sale, transfer, conveyance, assignment or lease of the whole or any part of the Site or
the Improvements, without the prior written approval of the Agency (which approval shall not be
unreasonably withheld so long as Jack Roseburrough or Sharon McBride retains a controlling
interest in the assignee, and the assignor remains obligated to the Agency pursuant to the terms of
this Agreement). This prohibition shall not apply subsequent to the issuance of the Certificate of
Completion. This prohibition shall not be deemed to prevent the granting of easements or
permits to facilitate the development of the Site or to prohibit or restrict the leasing or rental of
all or any portion of the improvements on the Site for the uses specified herein and in the
Redevelopment Plan.
Any proposed buyer, transferee, conveyee, assignee or lessee shall have
the qualifications and fmancial responsibility necessary and adequate, as may be reasonably
determined by the Agency, to fulfill the obligations undertaken in this Agreement by the
Participant. Any such proposed buyer, transferee, conveyee, assignee or lessee, by instrument in
writing satisfactory to the Agency and in form recordable among the land records, for itself and
its successors and assigns, and for the benefit of the Agency, shall expressly assume all of the
obligations of the Participant under this Agreement and agree to be subject to all conditions and
restrictions to which the Participant is subject. There shall be submitted to the Agency for
PUBL:4S86_II94IB23S9.4S 4
review all instructions and other legal documents proposerl to efle>2t any such sale, transfer,
conveyance, assignment or lease, and, if approverll:>y the Agency, such approval shall be
indicated to the Participant in writing.
In the absence of specific, writtenagreemern bS the Agency, no such sale.
transfer, conveyance, assignment or lease, or the approval thereof by the Agency, shall be
deemed to relieve the Participant or any other parry from any obligations under this Agreement.
Notwithstanding the foregoing portion of this Section 210, mortgages,
deeds of trust, sales and leases-back, or any other form of conveyance required for
any reasonable method of financing are permitted before issuance of a Certificate of
Completion.B. [1211] Certificate of
Completion Following the completion of all of the Improvements and the written request of
the Participant, the Agency shall furnish the Participant with a Certificate of Completion (in the
form attached hereto as Attachment No.5) which evidences and determines the satisfactory
completion of such work. The Certificate of Completion shall not be withheld or delayed by the
Agency unless the Participant shall have failed to satisfactorily complete the construction required by
this Agreement in substantial compliance with the terms and provisions hereof and the
approved architectural, landscape, site and construction plans for the development of the Site.
Upon issuance of such Certificate of Completion, the respective rights and obligations of the
parties with reference to the Site shall be limited to those set forth in the Agreement to be
Recorded Affecting Real Property as described in Section 305 of this
Agreement.Such Certificate of Completion shall not be deemed or construed to
constitute evidence of compliance with or satisfaction of any obligation of the Participant to any holder of
a mortgage or any insurer of a mortgage securing money loaned to finance the construction of
the improvements on the Site. Such Certificate of Completion is not a notice of completion
as referred to in Section 3093 of the California Civil
Code.C. [1212] Agency
Assistance Prior to or following completion of the Improvements, the Participant
shall provide substantiation to the Executive Director of the Agency or his designee demonstrating
the amounts expended by the Participant to third parties in connection with the .Countable
Items" ,which are set forth in Exhibit A to the Scope of Development (Attachment No.4).
The Executive Director or his designee will reasonably evaluate the materials submitted by
the Participant in connection with this Section 212. The Participant shall cooperate with
the Executive Director and his assignee and will submit additional materials or substantiation
upon receipt of request therefor by the Executive Director or his designee. Within a reasonable
time after (i) verifying the amounts expended by the Participant to third parties in connection with
the Countable Items and (ii) confirming that the Participant has caused to be recorded the
Agreement To Be Recorded Affecting Real Property (Attachment No.6), the Agency shall pay to
the Participant or, with respect to the Maximum TSIP Amount the Agency will pay to the City,
the Agency Assistance., which is that amount equal to the sum of (i) the lesser of (aa) the sum
of Sixteen Thousand Dollars ($16,000) or (hb) the amount of Transportation Systems
Improvement Program ("TSIP") Fees in the event such TSIP Fees are imposed by the City based upon
those PUBL:4586_11941B2359,45
Improvements on the Site for which construction is commenced by not later than November 15,
1993 (the .Maximum TSIP Amount"), and (ii) the lesser of (aa) the amounts expended by the
Participant to third parties in connection with the Countable Items as verified by the Executive
Director or his designee or (bb) One Hundred Nine Thousand Dollars ($109,000) (the
Maximum Construction Amount").
Except as expressly set forth in this Section 212, the Agency shall not be
responsible for the performance of, or payment for, any work in connection with development of
the Site as contemplated herein.
III. [f300] USE OF THE SITE
A. [f301] Use of the Site
The Participant agrees and covenants to devote the Site to the uses specified in the
Redevelopment Plan and to comply with all other provisions and conditions of the Redevelopment
Plan for the period of time the Plan is in force and effect.
B. [f302] Maintenance of the Site
The Participant agrees to keep and maintain the Site in a clean and orderly
condition and to maintain in good condition and repair all improvements on the Site for the
period of time the Redevelopment Plan is in force and effect.
Notwithstanding Sections 301, 303 and 305 of this Agreement and the foregoing
portion of this Section 302, the Participant shall be responsible for all aspects of management and
control of the Site and the use thereof, and the Agency shall have no jurisdiction or authority
over the day-to-day operations of
the Participant.C. [f303] Obligation to Refrain
from Discrimination The Participant covenants and agrees for itself, its successors, its
assigns and every successor in interest to the Site or any part thereof, that there shall be
no discrimination against or segregation of any person or group of persons on account of race,
color, creed,religion, sex, marital status, ancestry or national origin in the sale, lease, sublease,
transfer, use,occupancy, tenure or enjoyment of the Site, nor shall the Participant itself or any
person claiming under or through it establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy
of tenants,lessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run
with the land and shall remain in effect
in perpetuity.D. [f304] Form of Nondiscrimination and
Nonsegregation Clause The Participant shall refrain from restricting the rental, sale or lease of the
Site on the basis of race, color, creed, religion, sex, marital status, ancestry or national origin
of any person. All such deeds, leases or contracts shall contain or be subject to
substantially the following nondiscrimination or
nonsegregation clauses:PUBC,4586_1 1941 82359.
1. In deeds: "The grantee herein covenants by and for himself, his heirs,
executors, administrators and assigns, and all persons claiming under or
through them, that there shall be no discrimination against or segregation
of any person or group of persons on account of race, color, creed,
religion, sex, marital status, ancestry or national origin in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the land herein
conveyed, nor shall the grantee himself, or any person claiming under or
through him, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location,
number, use or occupancy or tenants, lessees, subtenants, sub lessees or
vendees in the land herein conveyed. The foregoing covenants shall run
with the land."
2. In leases: .The lessee herein covenants by and for himself, his heirs,
executors, administrators and assigns, and all persons claiming under or
through him, and this lease is made and accepted upon and subject to the
following conditions:
That there shall be no discrimination against or segregation of any person
or group of persons, on account of race, color, creed, religion, sex,
marital status, ancestry or national origin in the leasing, subleasing,
transferring, use, occupancy, tenure or enjoyment of the land herein leased
nor shall the lessee himself, or any person claiming under or through him,
establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use or
occupancy or tenants, lessees, sublessees, subtenants or vendees in the
land herein leased.'"
3. In contracts: "There shall be no discrimination against or segregation of
any person or group of persons on account of race, color, creed, religion,
sex, marital status, ancestry or national origin in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the land, nor shall the
transferee himself, or any person claiming under or through him, establish
or permit any such practice or practices of discrimination or segregation
with reference to the selection, location, number, use or occupancy of
tenants, lessees, subtenants, sublessees or vendees of the land."
E. [UOs] Agreement to be Recorded Affecting Real Property
Concurrent with this Agreement, the Participant and the Agency have executed an
Agreement to be Recorded Affecting Real Property,. in the form attached hereto as Attachment
No.6 and incorporated herein by reference, which provides for certain covenants and agreements
on the part of the Participant consistent with the terms and purpose of this Agreement. The
Participant shall execute and cause to be recorded by the County Recorder of Orange among the
official land records of the County of Orange the Agreement to be Recorded Affecting Real
Property and shall provide proof thereof to the Executive Director of the Agency prior to
requesting payment of any portion of the Agency Assistance.
PUBL'4586_11941B2359.45 7
IV. [6400] REMEDIES
A. [6401] Rights of Access
For the purposes of assuring compliance with this Agreement, representatives of
the Agency and the City shall have the reasonable right of access to the Site without charges or
fees for the purpose of inspection of the Site. Such representatives of the Agency or the City
shall be those who are so identified in writing by the Director of the Agency. This Section 401
shall be in addition to and shall not operate as a limitation upon those rights the City has to
inspect the Site pursuant to applicable laws. .
B. [6402] Effect and Duration of Covenants
The covenants contained in Sections 301 and 302 of this Agreement shall remain
in effect until June 28, 2028 (the termination date of the Redevelopment Plan). The covenants
against discrimination contained in Sections 303 and 304 of this Agreement shall remain in effect
in perpetuity. The covenants established in this Agreement shall, without regard to technical
classification and designation, be binding on the part of the Participant and any successors and
assigns to the Site or any part thereof, and the tenants, lessees, sub lessees and occupants of the
Site, for the benefit of and in favor of the Agency, its successors and assigns, the City and any
successor in interest thereto.
C. [6403] Defaults
Subject to the extensions of time set forth in Section 503, failure or delay by
either party to perform any term or provision of this Agreement constitutes a default under this
Agreement. The nondefaulting party shall notify the defaulting party that a default exists and that
the defaulting party must cure same within thirty (30) days of receipt of the notice of default.
The party who so fails or delays must immediately commence to cure, correct or remedy such
failure or delay, and shall complete such cure, correction or remedy with reasonable diligence
and during any period of curing shall not be in default.
D. [6404] Legal Actions
In addition to any other rights or remedies, either party may institute legal action
to cure, correct or remedy any default, to recover damages for any default or to obtain any other
remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in
the Superior Court of the County of Orange, State of California, in any other appropriate court in
that county, or in the Federal District Court in the Central District of California.
The nondefaulting party may also, at its option, cure the breach and sue in any
court of proper jurisdiction to collect the reasonable costs incurred by virtue of curing or
correcting the defaulting party's breach. Further, the nondefaulting party may file legal action to
require the defaulting party to specifically perform the terms and conditions of this Agreement.
oo8L'4586_1194182359.45 8
E. [f405] Applicable Law
The laws of the State of California shall govern the interpretation and enforcement
of this Agreement.
F. [f406] Termination by the Agency
In the event that prior to the issuance of a Certificate of Completion pursuant to
Section 213 hereof:
1. The Panicipant transfers or assigns or attempts to transfer or assign this
Agreement or any rights herein in violation of this Agreement; or
2. The Panicipant fails to submit to the City within the times established
therefor in the Schedule of Performance (Attachment No.3) plans for the
development of the Site; or
3. The Participant fails to acquire title to the Site on or prior to the date
established therefor in the Schedule of Performance (Attachment No.3);
or
4. The Participant fails to commence or complete construction of the
Improvements to be constructed on the Site by the respective times
established therefor in the Schedule of Performance (Attachment No.3);
or
5. The Panicipant fails to submit to the Agency certificates of, and maintain
in force, insurance policies in accordance with me provisions of Section
207 hereof; or
6. The Participant is in breach or default with respect to any other obligation
of the Participant under this Agreement; and
7. If any default or failure referred to in subsections 2, 3,4, 5 and 6 of this
Section shall not be cured within thirty (30) days after the date of written
demand by the Agency;
then this Agreement, and any rights of the Panicipant or any assignee or transferee in this
Agreement pertaining thereto or arising therefrom with respect to the Agency, may, at the option
of the Agency, be terminated by the Agency. Upon such termination, neither party shall have
any further rights against or liability to the other under this Agreement or with respect to the
subject matter of this Agreement.
PU8L'4586_1194182359.45 9
V. [~500] GENERAL PROVISIONS
A. [~501] Conflicts of Interest
No member, official or employee of the Agency shall have any personal financial
interest, direct or indirect, in this Agreement nor shall any such member, official or employee
panicipate in any decision relating to this Agreement which affects his personal financial interests
or the financial interests of any corporation, partnership or association in which he is directly or
indirectly financially interested.
The Panicipant warrants that it has not paid or given, and will not payor give,
any third party any money or other consideration for obtaining this Agreement.
B. [~502] Nonliability of Agency Officials and Employees
No member, official or employee of the Agency shall be personally liable to the
Panicipant in the event of any default or breach by the Agency or for any amount which may
become due to the Panicipant or on any obligations under the terms of this Agreement.
C. [~503] Enforced Delay: Extensions of Times of Performance
In addition to specific provisions of this Agreement, performance by either party
hereunder shall not be deemed to be in default where delays or defaults are due to war;
insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts
of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of
transportation;governmental restrictions or priority; litigation; unusually severe weather; inability to
secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts
of the other party; acts or the failure to act of the City or any other public or governmental
agency or entity (except that acts or the failure to act of the Agency shall not excuse performance by
the Agency) or any other causes beyond the control or without the fault of the party claiming
an extension of time to perform. An extension of time for any such cause shall be for the period
of the enforced delay and shall commence to run from the time of the commencement of the
cause,if notice by the party claiming such extension is sent to the other party within thirty (30) days
of the commencement of the cause. Times of performance under this Agreement may also
be extended in writing by the Agency and the
Panicipant.Notwithstanding the foregoing, no extension of time for performance shall
be allowable pursuant to this Section 503 with respect to (i) failure or delay in the
Panicipant obtaining title to the Site or (ii) difficulty or inability to obtain financing for the purchase of
the Site or the development of the
Improvements.D. [~504] Sales
Tax The Panicipant agrees that all products or services manufactured at and
distributed to customers from the facilities constructed by the Panicipant on the Site and subject to
California sales tax, shall be sold on the Site. The Panicipant will take any legally necessary steps
to change its accounting, bookkeeping and reporting procedures so as to establish the Site as
the sims of all taxable retail sales manufactured and/or distributed from the Site.
Notwithstanding PUBL:4586 _11941 82359.45
any other provisions hereof, the provisions of this Section shall survive the issuance of the
Certificate of Completion for the Site.
VI. [~600] ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS
This Agreement is executed in three (3) duplicate originals each of which is deemed to be
an original. This Agreement comprises pages 1 through 12, inclusive, and Attachment Nos. 1
through 6, which constitute the entire understanding and agreement of the parties.
This Agreement integrates all of the terms and conditions mentioned herein or incidental
hereto, and supersedes all negotiations or previous agreements between the parties with respect to
all or any part of the subject matter hereof.
All waivers of the provisions of this Agreement must be in writing and signed by the
appropriate authorities of the Agency and the Participant, and all amendments hereto must be in
writing and signed by the appropriate authorities of the Agency and the participant.
VII. [~700] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
This Agreement, when executed by the Participant and delivered to the Agency, must be
authorized, executed and delivered by the Agency within forty-five (45) days after the date
of signature by the Participant or this Agreement shall be void, except to the extent that
the Participant may consent in writing to further extensions of time for the authorization,
execution and delivery of this Agreement. The effective date of this Agreement shall be the date when
this Agreement has been signed by the
Agency.ORANGE REDEVELOPMENT AGENCY,
a public body, corporate and
politic Dated:1993.
By:
Chairman
AGENCY"
ATIEST:Agency
Clerk Signatures continued on next
page]PUBL,4586_11941B2359.45
Dated:
Dated:
J:;
a,~ .? ,,-
OV4586_119418235945
Signatures continued
from previous page]1993.1993.
ROSEBURROUGH
TOOL,
INC., a California corporation JY'
l! /~~%;;~
By: /iIMu. ~
Lo"idJ Its: dA/
r .~.. /.12 PARTICIPANT"
ATTACHMENT NO.2
LEGAL DESCRIPTION OF THE SITE
BECIHNING AT A POIMT 1M THE EAST LIME OP THE HARY C. THOMAS TRACT, AS SHOWN ON A
HAP RECORDED 1M BOOI: 5, PAGE 158 OP KISCELLAH!:OOS RECORDS OP LOS ANGELES COUNTY.
CALIPORNIA, SAID POIMT BEIMG DISTANT NORTH O. 06' 40' VEST 342.79 PEET PROK THE
NORTBVEST CORMEI OP TRACT NO. 1450, IN THE CITY OP ORAMGE, COUNTY OF ORAMGE,
STATE OP CALIFORNIA. AS SHOWH OM A HAP RECORDED 1M BOOI: 62, PAGE 17 OF
KISCILLA1f!OUS HAPS, RECORDS OP ORANGE COlllfTY, CALIFORNIA; TH!lfCE NOITH O. 06' 40'
WEST 779.18 FEET TO A POINT 1M THE SOUTHElLY LIN! OF THE RIGHT OF WAY OF THE
SOUTHDlf CALIPORNIA RAILWAY, MOW THE ATCHISOM, TOFUA AIID SANTA 1'! RAILWAY
COHPANY; THEMCE SOUTH 70. 44' 00' EAST ALORe SAID SOUTHElLY RIGHT OP VAY LIN!
532.03 FEET TO A POINT 1M THE C!lfTElLIN! OP BATAVIA STllE!T 65.00 FUT VIDE;
THENCE SOUTS O. 06' 30' WEST ALOMO SAID CEHTElLIN! 600.13 PEET TO A POINT n1STANT
MORTS O. Oil' 30' !AST 347.45 "l':ET PROM TIIB NOIlTIIVBST CORMEI OF RICHLAHD FAIlK LOT
NO. 27 AS SHOVN OM A HAP RECORDED 1M BOOI: 5. PAGE 123 OP KISCILLAlfEOUS RECORDS
OP LOS ANGELES COUNTY, CALIPORNIA, THENCE SOUTS 89. 35' 55. WEST 499.60 FEET TO
THE POIMT OP BECIHNIMG.
EXCEPTING THEREPIlOK THE SOUTS 407.54 FEET, SAID SOUTH 407.54 FUT BEIMG MEASURED
ALONG BATAVIA STUET.
ALSO EXCEPTING THEREPIlOK THE WEST 7.00 FEET OP Tn EAST 40 FEET AS DESCIlIBED IN
A DEED TO TSE CITY OP OIlAHGE, RECORDED HARCS I, 1965, lit BOOr: 7429, PAGE 411,
OFPICIAL RECORDS.
Bv4586_11941823594S ATTACHMENT NO.2
ATTACHMENT NO.3
SCHEDULE OF PERFORMANCE
Action
I. Execution of Agreement by Agency.
The Agency shall authorize execution of
this Agreement and execute and deliver
this Agreement to Participant.
2. Submission of Final Plans,
Drawings and Related Documents.
The Participant shall submit to the City
for its approval detailed plans, drawings
and related documents for the work
to be performed on the Site.
3. City Approval. The City will review and
approve or disapprove the plans, drawings
and related documents submitted under
Item 4, above.
4. Acquisition of Site by Participant.
The Participant shall acquire title to the
Site.
5. Commencement of the Improvements.
The Participant shall commence construction
of Improvements.
6. Completion of the Improvements.
The Participant shall complete construction
of the improvements.
Date
Within forty-five (45) days after
the Participant signs this Agreement
and deli vers it to the
Agency.to the
Agency.Not later than September 28,
1993.In accordance with normal
City
processing.Not later than September 28,
1993.Within 30 days after approval of
final plans, drawings and related
documents therefor and issuance of permits but in
no event shall construction commence
later than November 15,
1993.Within eighteen (18) months after
the earlier of (i) the commencement
of construction, or (ii) the time
established in this Schedule of Performance for
the commencement of
construction.PUBL:4586_1194182359.
45 ATTACHMENT NO.
3 Page 1 of
ATTACHMENT NO.4
SCOPE OF DEVEWPMENT
I.GENERAL DESCRIPTION
The Site contains approximately 3 . 4 acres and is situated at 630 North Batavia Street,
Orange, California.
II. DEVEWPMENT
The Participant will undertake the extensive interior and exterior rehabilitation of the
building which currently exists on the Site. The rehabilitation shall include, without limitation,
replacement of the roof, installation of signs, and exterior renovation, asphalt resurfacing, and
landscaping. All improvements contemplated pursuant to this Agreement shall be accomplished
in one phase.
The Participant shall develop those improvements to be situated on-site pursuant to
this Attachment No. 4 (the 'On-site Improvements ') and those off-site improvements
required to be constructed as conditions of approval imposed by the City in its entitlement
or approval process the 'Off-Site Improvements'); the On-Site
Improvements and the Off-
Site improvements collectively constitute the 'Improvements'.The Participant shall commence and complete
the Improvements by the respective times established therefor in the
Schedule of Performance (
Attachment No.3).III. DEVELOPMENT STANDARDS The Improvements shall conform to local
zoning, applicable provisions of the Municipal
Code and the following development standards:A. Building Setbacks. Minimum building
setbacks for buildings and parking
areas shall conform to City approval.B. Building Coverage. The amount of land
within the Site covered by buildingsshall
satisfy requirements of the City.C. Building Height. Buildings shall not exceed the
height permitted by the City.D. Vehicular Access. The placement of
vehicular driveways shall be coordinated with the needs of proper street traffic flow. In the interest
of minimizing traffic congestion, the City will control the number and location of curb breaks for access
to the Site, for off-street parking and truck loading. All access driveways shall
require written approval of
the City.PUBL,
4S86_1194I823S9.4S ATTACHMENT
E. Loading. Adequate loading and 'unloading space .~'tla]l be provided as approved by
the City. Loading spaces visible from streets shalJhe .landscaped ,'JT "~Teened to prevent an
unsightly or barren appearance. Said requiremen~ .shall 'ai.wcollkllJ,n 11) Municipal Code.
F. Signs. Signs shall be limited 'm 'Size., subdued ancJ':>lherwise designed to
contribute positively to the enviromnent. All signs shall conform mlhe approved final signage
plan, as approved by the City. Any additional signs identl'lYing building use will be permitted,
but their height, size, location, color, lighting.and design will be .su~ject to City approval.
G. Screening. All outdoor storage of materials or equipment shall be enclosed or
screened to the extent and in the manner required by the City .
H. Landscaping. the Participant shall provide and maintain landscaping within the
setback area along all street frontages and conforming with the final design drawings as hereafter
approved by the City.
Landscaping shall consist of trees, shrubs and installation of an automatic irrigation
system adequate to maintain such plant material. The type and size of trees to be planted,
together with a landscaping plan, shall be subject to City approval prior to planting.
I. Utilities. All utilities on the Site shall be underground or enclosed at Participant's
expense.
J. Painting. All exterior walls shall be painted by the Participant with color(s)
subject to City approval.
K. Building Design. Buildings shall be constructed such that the Improvements shall
be of high architectural quality, and shall be effectively and aesthetically designed.
L. Parking. The Participant shall provide and maintain sufficient on-site parking
for employees and customers as approved by the
City.M. Public Improvements and Utilities. The Participant, at its own cost and
expense shall provide or cause to be provided all those public improvements as may be required
pursuant to the City planning approval process. Such public improvements shall be commenced
and completed by the respective times set forth for the commencement and completion of
the Improvements in the Schedule of Performance (Attachment No.
3).IV. DEMOLITION AND
SOILS The Participant shall be responsible for any demolition of facilities at the Site
necessary for the development of the improvements. The Participant additionally assumes all
responsibility for surface and subsurface conditions at the Site, and the suitability of the Site for
the Improvements and the operations of the Participant. After it acquires title to the Site, if
the surface and subsurface conditions are not entirely suitable for use by the Participant,
the Participant shall at its cost take all actions necessary to render the Site entirely suitable for
such PUBL,4586_11941823S9.
4S ATTACHMENT NO.
4 Page 2 of
development and use. The Participant has undertaken all investigation of the Site it has deemed
necessary and has not received or relied upon any representations of the Agency, the City, or
their respective officers, agents and employees.
PUBL,4S86_1194I823S9.4S
ATTACHMENT NO.4
Page 3 of 3)
ExmBIT A
TO
SCOPE OF DEVEWPMENT
Attachment No.4)
COUNTABLE ITEMS
EXTERIOR PHYSICAL IMPROVEMENTS
Painting of exterior
Landscaping
Gate and additional fencing in the gate area
Exterior electrical, including floodlights and safety lights
Replacement of front glass doors and four bronze windows
Fill in and repaving of the depressed truck dock at front entrance
Removal of front entrance, boiler, compressor, fence, posts and fire hydrant in parking lot
Repair and surfacing of asphalt
New wall signs
PUBL,4S86 _11941 823S9.45
ExmBIT A TO
ATTACHMENT NO.4
ATTACHMENT NO.5
RECORDED AT THE REQUEST OF:
WHEN RECORDED, RETURN TO: )
NORTHWEST REDEVEWPMENT PROJECT
ORANGE, CALIFORNIA
CERTIFICATE OF COMPLETION OF CONSTRUCTION AND DEVEWPMENT
WHEREAS, by an Owner Participation Agreement dated , 1993, by and
between the ORANGE REDEVELOPMENT AGENCY, a public body, corporate and politic
hereinafter referred to as the 'Agency') and ROSEBURROUGH TOOL, INC., a California
corporation (hereinafter referred to as the 'Participant'), the Participant has developed the real
property (the 'Site"), legally described on the attached Exhibit A, by constructing or causing to
be constructed the improvements thereon according to the terms and conditions of said Owner
Participation Agreement ('OPA'); and
WHEREAS, pursuant to Section 213 of the OP A, after completion of all work of
construction to be completed by the Participant upon the Site, the Agency shall furnish the
Participant with a Certificate of Completion upon written request therefor by the Participant; and
WHEREAS, the issuance by the Agency of the Certificate of Completion shall be conclusive
evidence that the Participant has complied with the terms of the OP Apertaining to the development
of the Site and to the work of construction of the improvements on the Site; and WHEREAS,
the Participant has requested that the Agency furnish the Participant with the Certificate
of Completion; and WHEREAS,
the Agency has conclusively determined that the work of construction and development
on the Site as required by the OPA has been satisfactorily completed;PUBL'
4586_1194182359.4S ATTACHMENT
NO.5 Page
1 of 2)
NOW, THEREFORE:
1. As provided in the OPA, the Agency does hereby certify that development of the
Site and the work of construction of the improvements on the Site has been fully and
satisfactorily performed and completed, and that such development and construction work is in
full compliance with said OPA.
2. Said OPA is therefore of no further force and effect, and all rights, duties,
obligations and liabilities of the Agency and the Participant thereunder shall cease to exist. Any
continuing and existing rights, duties, obligations and liabilities pertaining to the Site are provided
in an Agreement to be Recorded Affecting Real Property which shall be recorded promptly after
issuance of this Certificate of Completion.
3. This Certificate of Completion does not constitute evidence of compliance with or
satisfaction of any obligation of the Participant to any holder of a mortgage or any insurer of a
mortgage securing money loaned to finance the work of construction of improvements and
development of the Site, or any part thereof. This Certificate of Completion is not a notice of
completion as referred to in Section 3093 of the California Civil Code.
IN WITNESS WHEREOF, the Agency has executed this Certificate as of this
day of , 1993.
ORANGE REDEVELOPMENT AGENCY, a
public body, corporate and politic
By:
Executive Director
ATTEST:
Agency Clerk
ACCEPTED BY PARTICIPANT:
By:
PUBL,
4586 _1194182359.45 ATTACHMENT
NO.5 Page
2 of 2)
EXHIBIT A
LEGAL DESCRIPTION OF THE SITE
BEGllfHIHG AT A POIMT lit THE EAST LINE OF THE MARY C. THOMAS TRACT, AS SHOWN ON A
HAP RECORDED 1M BOOI: 5, PAGE 168 OF KISCELLAH!:OUS RECORDS OF LOS ANGELES COUNTY,
CALIPORlfIA, SAID POINT BEIMG DISTANT MORTH O. 06' 40' VEST 342.79 PElT PROK THE
MORTBVEST CORNEl OF TRACT NO. 1450, 1M THE CITY OP ORANGE, COUNTY OF ORANGE,
STAT! OP CALIPORNIA. AS SHOWH ON A HAP RECORDED IN BOOIt 62, PAGE 17 OP
KISCILLAH!OUS HAPS, RECORDS OP ORANGE COUNTY, CALIFORNIA; TH!lfCE NOITH O. 06' 40'
VEST 779.18 FEET TO A POINT 1M THE SOUTH!IlLY LIMB OP THE RIGHT OF WAY OP THE
SOUTBDlf CALIPORNIA RAILWAY, NOW TBI ATCHISOM, TOPUA AIID SANTA n RAILWAY
COHPANY; THENCE SOUTB 70. 44' 00' EAST ALONG SAID SOUTS!IlLY RIGHT OF VAY LINE
532.03 FEET TO A POINT lit TBE C!lfTElLIMB OP BATAVIA STUET 611.00 PEET VIDE;
TBENCE SOUTS O. Oil' 30' VEST ALaMO SAID C!IfT!IlLIMB 600,13 PEET TO A POINT n1STAHT
MOIlTB O. 011' 30' EAST 347.45 ""ET PRCK TnB NOIlTBVBST COIllfBll OF RICHLAND FARK LOT
NO. 27 AS SBOVN OM A HAP RECORDED 1M BOOI: 5, PAGE 123 OP KISCELLAlfEOUS RECORDS
OP LOS ARGELES COUNTY, CALIPORNIA, THENCE SOOT! B9. 35' 55' VEST 499.60 FEET TO
THE POINT OP BECIHNIHG.
EXCEPTIIfG THEREPIlOK THE SOUTB 407.54 FEET, SAID SOUTH 407.54 FEET BEING MEASURED
ALOMO BATAVIA STUET.
ALSO EXCBPTIIfG THEREPIlOK TBE WEST 7.00 nET OP TBE EAST 40 FEET AS DESCIlIBED 1M
A DEED TO THE CITY OP ORAlfGE, UCORDED HARCS 1, 19115, lit BOOr: 7429, PAGE 411,
OPPICIAL RECORDS.
PtfIU_'4<1I6_1IQ418'2~~94S
EXHIBIT A TO
ATTACHMENT NO.5
ATTACHMENT NO.6
RECORDED AT THE REQUEST OF:
WHEN RECORDED, RETURN TO:
r-
NORTHWEST REDEVELOPMENT PROJECT
ORANGE, CALIFORNIA
AGREEMENT TO BE RECORDED AFFECTING REAL PROPERTY
THIS AGREEMENT is entered into this _ day of , 1993, by and
between the ORANGE REDEVELOPMENT AGENCY, a public body, corporate and politic
hereinafter referred to as the 'Agency') and ROSEBURROUGH TOOL, INC., a California
corporation (hereinafter referred to as the 'Participant'), with reference to the following:
A. The Participant is the present owner of the real property (the 'Site') located in the
City of Orange, County of Orange, State of California, legally described in the attached
Exhibit A.
B. The Site is within the boundaries of Northwest Redevelopment Project (the
Project') in the City of Orange and is subject to the provisions of the Redevelopment Plan for
the Project adopted by Ordinance No. 22-88 on June 28, 1988 by the City Council of the City
of
Orange.C. Recordation of this Agreement at the Agency's request is conclusive evidence
that the Participant has constructed the improvements on the Site and has otherwise developed the
Site in accordance with the Redevelopment Plan and pursuant to the terms and provisions of a
certain Owner Participation Agreement' entered into between the Agency and the Participant
on
1993.PUBL,4586_1194182359.
45 ATTACHMENT NO,
6 page 1 of
NOW, THEREFORE, THE AGENCY AND THE PARTICIPANT AGREE AS
FOLWWS:
1. The Participant, on behalf of itself and its successors, assigns and each successor
in interest to the Site or any part thereof, hereby covenants and agrees:
a. To use, devote and maintain the Site and each part thereof for the purposes
and uses specified in the Redevelopment Plan.
b. To maintain the improvements and landscaping on the Site and keep the
Site free from any accumulation of debris and waste materials.
c. Not to discriminate upon the basis of race, color, creed, religion, sex,
marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the Site or any improvements thereon or any part thereof. Each and
every deed, lease and contract entered into with respect to the Site shall contain or be subject to
substantially the following nondiscrimination or nonsegregation clauses:
1)
2)
PUBL'4586_1194182359.45
In deeds: 'The grantee herein covenants by and for himself, his
heirs, executors, administrators and assigns, and all persons
claiming under or through them, that there shall be no
discrimination against or segregation of any person or group of
persons on account of race, color, creed, religion, sex, marital
status, national origin or ancestry in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the land herein
conveyed, nor shall the grantee himself, or any person claiming
under or through him, establish or permit any such practice or
practices of discrimination or segregation with reference to the
selection, location, number use or occupancy of tenants, lessees,
subtenants, sub lessees or vendees in the land herein conveyed. The
foregoing covenants shall run with the land. '
In leases: 'The lessee herein covenants by and for himself, his
heirs, executors, administrators and assigns, and all persons
claiming under or through him, and this lease is made and accepted
upon and subject to the following conditions:
That there shall be no discrimination against or segregation of any
person or group of persons on account of race, color, creed,
religion, sex, marital status, national origin or ancestry in the
leasing, subleasing, transferring, use, occupancy, tenure or
enjoyment of the land herein leased nor shall the lessee himself, or
any person claiming under or through him, establish or permit any
such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of
tenants, lessees, sublessees, subtenants or vendees in the land
herein leased."
ATTACHMENT NO.6
Page 2 of 4)
3)In contracts: 'There :shall be no discrimination against or
segregation of any tye:rIDD or groop of persons on account of race,
color, creed, religion, 'sex, marital status, national origin or
ancestry in the sale, 'lease, sublease, transfer, use, occupancy,
tenure or enjoyment 01 the land, nor shall the transferee himself, or
any person claiming under or through him, establish or permit any
such practice or pr3(.1ices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of
tenants, lessees, subtenants, sublessees or vendees of the land.'
2. Notwithstanding the foregoing, the Participant shall be responsible for all aspects
of management and control of the Site and the use thereof, and the Agency shall have no
jurisdiction or authority over the day-to-day operations of
the Participant.3. There shall be no discrimination against or segregation of any person or
group of persons on account of race, color, creed, religion, sex, marital status, national origin
or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site or
any part thereof, nor shall the Participant, its successors, assigns or successors in interest to the
Site or any part thereof, or any person claiming under or through them, establish or permit
any such practice or practices of discrimination or segregation with reference to the
selection, location,number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the
Site or any
part thereof.4. The covenants and agreements established in this Agreement shall,
without regard to technical classification and designation, be binding on the Participant and any
successor in interest to the Site, or any part thereof, for the benefit of and in favor of the
Agency, its successors and assigns, and the City of Orange. Except as set forth in the
following sentence,the covenants contained in paragraphs la and 1 b of this Agreement shall remain in
effect until June 28, 2028. The covenants against discrimination (contained in paragraphs lc and
3) shall remain
in perpetuity.5. The covenants and restrictions contained in this Agreement shall not benefit
nor be enforceable by any owner of any other real property within or outside the Project or
any person or entity having any interest in any such other
real
property.PUBL,4586_1194182359.
45 ATTACHMENT NO.
6 Page 3 of
IN WITNESS WHEREOF, the Agency and the Participant have executed this
Agreement as of the date first above written.
ORANGE REDEVELOPMENT AGENCY, a
public body, corporate and politic
Dated:1993.By:
Executive Director
AGENCY"
ATTEST:
By:
Agency Clerk
ROSEBURROUGH TOOL, INC., a California
corporation
Dated :1993.By:
Its:
Dated:1993.By:
Its:
PARTICIPANT"
PUBLo4S86_
1 1941 823S9.45 ATTACHMENT
NO.6 Page
4 of 4)
State of California
County of Orange
On , 199_, before me,
Notary Public, personally appeared
proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.
WITNESS my hand and official seal.
SiIf1lOlllr< of Notary
Optional Section
Although the information requested below is optional, it could prevent fraudulent attachment of
this certificate to an unauthorized document.
TillS CERTIFICATE MUST BE
AITACHED TO THE DOCUMENT
DESCRIBED AT RIGHT:
Title or Type of Document
Number of Pages Date of Document
Signer(s) Other than Named Above
Optional Section:Although the statute does not require the notary to fill in the data below, doing
so may prove invaluable to persons relying on the document.
o Individual
o Corporate Officer(s):
7itk(s)
o Partner(s): 0 Limited 0 General
o Attorney-
in-fact o
Trustee( s)o
Guardian/Conservator
o
Other:r!SIGNER
IS REPRESENTING:Name(s) of puson(s) or
entity(ies)PUBL'4586_1194182359.45 ATTACHMENT
State of California
County of Orange
On , 199_, before me,
Notary Public, personally appeared
proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.
WITNESS my hand and official seal.
Signah4n of Notary
Optional Section
Although the information requested below is optional, it could prevent fraudulent attachment of
this certi ficate to an unauthorized document.
Tms CERTIFICATE MUST BE
ATTACHED TO THE DOCUMENT
DESCRIBED AT RIGHT:
Title or Type of Document
Number of Pages Date of Document
Signer(s) Other than Named Above
Optional Section:Although the statute does not require the notary to fill in the data below, doing
so may prove invaluable to persons relying on the document.
o Individual
o Corporate Officer( s):
1ille(S)
o Partner( s): 0 Limited 0 General
o Attorney-
in-fact o
Trustee(s)o
Guardian/Conservator
o Other:SIGNER
IS REPRESENTING:Name(s) of person(s) or
entity(ies)PUBL,4S86_1194I823S9.4S ATTACHMENT
EXHIBIT A
to
ATTACHMENT NO.6
LEGAL DESCRIPTION OF THE SITE
J/Iit:.
I f
BBCIIfNIHG AT A POIMT lit THE !AST LINE OP THE MARY C. THOMAS TRACT, AS SHOWH ON A
HAP RECORDED 1M BOOI: 5, PAGE 168 OF KISCELLAH!:OUS RECORDS OF LOS ANGELES COllMTY.
CALIFORlfIA, SAID POIItT BEING DISTAltT MORTH O. 06' 40' VEST 342.79 PEET PROK THE
NORTSWZST CORH!l OP TRACT NO. 1450, 1M THE CITY OP ORANGE, COUNTY OF ORANGE,
STATE OP CALIPORNIA, AS SHOVH OM A HAP RECORDED IN BOOI: 62. PAGE 17 OP
KISCELLA1f!OUS HAPS, RECORDS OP ORANGI COUNTY, CALIFORNIA; TH!lfCE NORTH O. 05' 40'
VEST 779.18 FEET TO A POINT IN THE SOUTSElLY LllfB OP THE RIGHT OF WAY OP THE
SOUTHERB CALIFORlfIA IlAILWAY, MOW THI ATCHISOR, TOPEI:A AIfD SAItTA FE RAILWAY
COHPANY, TBENCE SOUTB 70. 44' 00. EAST ALOIlG SAID SOUTBEILY UGHT OP WAY LIME
532.03 PEET TO A POINT lit THE CDTElLIIfB OF BATAVIA STUn' 611.00 FEET VIDE:
TH!lfCE SOUTS O. 06' 30' VEST ALOIfG SAID C!HTElLIIfB 600.13 PEn' TO A POINT n1STANT
NOIlTB O. 011' 30' EAST 347.45 "l':ET PIlCH TBB MOIlTSWZST CORH!l OF aICHLAND PAIlK LOT
MO. 27 AS SHOVN ON A HAP RECORDED IR BOOI: 5. PAGE 123 OP KISCELLAlfEOUS RECORDS
OP LOS ARGELES COUIfTT, CALIFORlfIA, TH!RCE SOUTS 89. 35' 55' VEST 499.60 FEET TO
THE POINT OP BECIIfNIHG.
oJ.
EXCEPTIIfG TBBIlBPIlOM TBB SOUTS 407.54 PEET, SAID SOUTS 407.54 FEET BEING MEASURED
ALOIfG BATAVIA STUET.
ALSO EXCEPTING TBEREPIlOM THE WEST 7.00 PEET OP THE !AST 40 PEET AS DESCIlIBED IN
A DEED TO THE CITY OP ORAlfGE, IlECORDED HARCB 1, 19115, lit BOOr: 7429. PAGE 411,
OPPICIAL RECORDS.
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